tricom fruit products ltd Directors report

To, The Members,

Your Directors have pleasure in presenting their 28th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2022.

1. Financial Results

Particulars	2021-2022	2020-2021
Revenue from Operations	0	0
Other Income	0	5435
Total Income from Operations	0	5435
Operating Expenditure	(12,26,936)	(96,89,290)
Depreciation	0	(1,86,66,739)
Total Expenses	(12,26,936)	(2,83,56,029)
Profit before finance costs, exceptional item and tax	(12,26,936)	(2,83,50,594)
Finance Cost	0	0
Profit before exceptional item and tax	(12,26,936)	(2,83,50,594)
Exceptional Items	0	(24,22,71,557)
Profit before tax	(12,26,936)	(27,06,22,151)
Provisions for Taxes	0	0
Profit after Taxes	(12,26,936)	(27,06,22,151)
Balance brought forward	(1,29,59,69,487)	(1,02,53,47,337)
Prior Period Income	0	0
Appropriations	0	0
Profit carried to Balance Sheet	(1,29,71,96,423)	(1,29,59,69,487)
Earnings per share	(0.06)	(14.17)

2. Brief description of the Company’s working during the year/State of

The Company’s operations have been discontinued due to assets of the company have been sold by Edelweiss Asset Reconstruction . Therefore income from operations was Nil. The Loss was Rs.27,06,22,151/-as compared to loss of Rs.12,26,936/- during the previous financial year.

3. Dividend

Due to the loss incurred during the year, the Board of Directors of your Company does not recommend any dividend for the Financial Year 2021-2022.

4. Reserves

Due to loss incurred during the year the amount is not transferred to reserves.

5. Share Capital

The paid up capital of the Company as on 31st March, 2022 was Rs.19,09,40,500. During the year under review, the Company has not issued shares with differential voting rights, sweat equity shares and shares under Employees Stock Option Scheme.

6. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Chandrakant Joshi Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

The Company has received declarations from the Independent Directors of the Company confirming that they meet criteria of independence as prescribed both under the act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 2 (51) and 203 of the Act, the Key Managerial Personnel of the Company are Mr. Chandrakant Joshi, Managing Director, Mr. Chetan Kothari, Chief Financial Officer and Ms. Kajal Solanki, Company Secretary.

7. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided

None of the employee was drawing remuneration in excess of the limits set out in the In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company at the registered office of the Company and the same will be furnished on request.

8. Meetings

During the year 9 Board Meetings and 5 Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9. Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of Committee.

The manner in which the evaluation has been carried out is explained as follows:-

Pursuant to the provisions of the Act and the SEBI Listing Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The following were the Evaluation Criteria:

a) For Independent Directors:

Knowledge and Skills

Professional Conduct

Duties, Role and Functions

Fulfillment of the Independence Criteria and their independence from the management

b) For Executive Directors:

Performance as Team Leader/Member

Evaluating Business Opportunity and analysis of Risk Reward Scenarios

Set Key Goals and Achievements

Professional Conduct and Integrity

Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

10. Remuneration Policy

The policy of the Company on directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Companies Act,2013, is available on our website, at http://www.tricomfruitproducts.com/ download/Remmuneration%20Policy.pdf There has been no change in the policy since last fiscal. We affirm that . remuneration the paid to the directors is as per the terms laid out in the Remuneration Policy of the Company.

11. Auditors and Auditors’ Report

M/s. R.V. Panamburkar & Associates Chartered Accountants appointed as Auditor of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on 29thSeptember, 2017.

The notes on financial statements referred to in the Auditor’s Report are self-explanatory and do not call for any further comments.

Accordingly, M/s. R.V.Panamburkar & Associates will complete his present term on conclusion of this AGM in terms of the said approval. With this M/s. R.V.Panamburkar & Associates will also complete the period of five years ed permitt as under Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and is subject to mandatory rotation, hence new auditors are being considered.

The Board of Directors of the Company at their meeting held on September 5, 2022, on the recommendation of the Audit Committee, have recommended the appointment of M/s. Jain Anil & Associates, Chartered Accountants (Membership Registration No. 039803) as the Statutory Auditors of the Company, by the Members of the Company for a term of five consecutive years from the conclusion of 28th AGM till the conclusion of 33rd AGM of the Company to be held in the year 2027, at an annual remuneration of Rs.20,000 for the year ending March 31, 2023.

Pursuant to Section 139 of the Companies Act, 2013 and the rules framed thereunder, the Company has received written consent from M/s Jain Anil & Associates and a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

12. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. HV Gor & Co. & Associates, Practicing Company Secretary have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

13. Vigil Mechanism/Whistler Bowler Policy

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Agreement a Vigil Mechanism/ Whistler Bowler Policy for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy/ Whistler Bowler Policy has been uploaded on the website of the Company at http://www.tricomfruitproducts.com/ download%5CWhistle%20Blower%20Policy.pdf

14. Risk Management Policy

The Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process.

A detailed excise is being carried out that the organization faces such as strategic, financial, credit, market, liquidity, legal, regulatory and other risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

15. Extract of Annual Return

The Annual Return as required under Section 92 and section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at http://www.tricomfruitproducts.com/annual_report.html

16. Material changes and commitments, if any,affectingthe financial position of the company which have occurred between the end ofthefinancial year of the company to which the financial statements relate and the date of the report

There is no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

17. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

There are no other significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

18. Adequacy of Internal Financial Controls

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The Board addresses issues if any, raised by the Statutory Auditor in respect of Internal Financial Control.

19. Deposits

The details relating to deposits, covered under Chapter V of the Act,-

(a) accepted during the year; Nil

(b) remained unpaid or unclaimed as at the end of the year; Rs.2,76,31,881/-

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) at the beginning of the year;Rs.2,88,60,242/-

(ii) maximum during the year;Rs.2,88,60,242/-

(iii) at the end of the year;Rs.2,76,31,881/-

The details of deposits which are in compliance with the requirements of Chapter V of the Act except Section 73(2) (C),and 74(1)(b)of the Companies Act, 2013.

20. Particulars of loans, guarantees or investments under section 186

No loans, guarantee or investments made during the year.

21. Particulars of contracts or arrangements with related parties

All related party transactions done by the Company during the financial year were at arm’s length and in ordinary course of business. All related party transactions were placed in the meetings of Audit Committee and the Board of Directors for their necessary review and approval. During the financial year your Company has not entered into any material transaction (as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015) with any of its related parties which may have potential conflict with the interest of the Company at large. Disclosure pursuant to Accounting Standards on related party transactions have been made in the notes to the Financial Statements. To identify and monitor significant related party transactions Company has also framed a policy on the related party transactions and the same is available on the Company’s website http://www.tricomfruitproducts.com/download%5CRelated%20Party%20Transactions%20Policy.pdf

22. Corporate Governance Certificate

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing obligation and Disclosure Requirements) Regulation, 2015 annexed with the report.

23. Management Discussion and Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31stMarch, 2022.

24. Disclosures Audit Committee

The Audit Committee comprises of Three Directors, 2(two) of them are Non Executive and Independent Directors. All the Directors possess knowledge of corporate finance, accounts and company law. An Independent, Non Executive Director acts as Chairman of the Committee Meetings. The Statutory Auditor are also invited to the meetings. The quorum of the Audit Committee is two members.

25. Obligation Of Company Under The Sexual Harassment Of Women At Workplace (Prevention, ProhibitionAnd Redressal) Act, 2013

There is no requirement of Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and Rules made there under as employees are below the threshold limit.

26. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The Operation of the company is discontinued during the year so there is no usage of energy, technology absorption and foreign exchange earnings and outgo.

27. Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide for the motivation of the employees.

28. Directors’ Responsibility Statement

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

Registered Office :	By Order of the Board
Gat No.336, 338-341,
Village Andori, TalukaKhandala	Chandrakant Joshi	Gajanan Posti
ShirvalPandarpur Road,	Managing Director	Director
Satara - 415521. Maharashtra	(DIN: 08398213)	(DIN: 01127473)
CIN : L67120PN1995PLC139099
Place: Mumbai
Date : 5th September, 2022